Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) for no consideration or for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price. (ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above. (iii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of this Section 6(c) upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d).
Appears in 2 contracts
Sources: Warrant Agreement (Sagemark Companies LTD), Common Stock Purchase Warrant (Sagemark Companies LTD)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, In case the Company at any time prior or from time to time after the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company date hereof shall issue or sell any additional shares of Common Stock (or other securities convertible into Common Stock"Additional Shares") for no a consideration or for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated Current Market Value in effect on the earlier of (i) the date on which the Company enters into a firm contract for any Closing the issuance and sale of such Additional Shares (unless such contract specifies that the "Discounted Price," each price will be determined at a later date, then such sale later date shall apply to this clause (i)) or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"(ii), the Warrant Exercise Price then date of actual issuance or sale of such Additional Shares, then, in effect shall immediatelyeach such case, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event date shall be reduced, concurrently with such issuance or sale, to a price (calculated to the nearest one cent) determined by multiplying such Warrant Price by a fraction, fraction (x) the numerator of which the numerator shall be the sum of money raised in (A) the Placement plus the sum number of money raised in all Subsequent Discounted Price Transactions, and shares of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Priceoutstanding immediately prior to such issue or sale, and plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares so issued or sold would purchase at such Current Market Value, and (xi) the denominator of which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock outstanding immediately after such issue or sale, provided that (a) treasury shares shall not be deemed to be outstanding for which purposes of this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions of paragraph (iSection 5(d) and (iib) of this Section 6(c) shall not apply to any issuance of the shares of Common Stock for which an adjustment is provided under Section 6(athen issuable pursuant to the terms of (i) or 6(b). No adjustment of the number of shares of Common Stock for which Warrants dated February 3, 1994, (ii) this Warrant and (iii) the other Warrant issued pursuant to the Management Agreement, dated as of March 31, 1999, between the Company and Infinity, shall be exercisable deemed to be outstanding immediately prior to and after such issue or sale. Notwithstanding anything contained herein to the contrary, no adjustment to the Warrant Price shall be made under paragraph (i) of pursuant to this Section 6(c5(d) upon following the issuance of Additional Shares pursuant to (xx) Section 5(a) hereof, (xxi) the exercise of any options or issuance of any shares under any options or purchase or other rights that are outstanding on or prior to the date hereof and that were issued pursuant to any of the Company's employee stock option, appreciation or purchase right plans, (xxii) the exercise of any options or purchase or other rights or the issuance of any shares under any options or rights that are granted after the date hereof, whether in accordance with the terms of Common Stock which are issued pursuant to any of the Company's employee stock option, appreciation or purchase right plans or otherwise, so long as the exercise price of any such option, warrant, subscription or purchase right is not less than the Market Price on the date that such grant is approved by the Company's Board of Directors or a duly authorized committee thereof or, if later, the date that such exercise price is established, (xxiii) the exercise of any other options, warrants or other subscription or purchase rights outstanding on or prior to the date hereof, including without limitation, (a) the Warrants dated February 3, 1994, (b) this Warrant and (c) the other Warrant issued pursuant to the Management Agreement, dated as of March 31 1999, between the Company and Infinity, (xxiv) the exercise of any conversion or exchange rights in outstanding on or prior to the date hereof issued by the Company, (xxv) the exercise of any Convertible Securitiesconversion or exchange rights issued by the Company after the date hereof, so long as the conversion or exchange price is not less than the Market Price on the date that such issuance is approved by the Board of Directors or a duly authorized committee thereof or, if any later, the date that such adjustment shall previously have been made upon conversion or exchange price is established or (xxvi) the issuance or sale of Additional Shares pursuant to a firmly underwritten public offering of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)shares.
Appears in 2 contracts
Sources: Warrant Agreement (CBS Corp), Warrant Agreement (CBS Corp)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, In the event the Issuer shall at any time prior to following the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall Original Issue Date sell or issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stockotherwise than as provided in the foregoing subsections (a) for no through (c) of this Section 4) without consideration or for consideration in an amount at a price per share of Common Stock (or other securities convertible into Common Stock) less that is lower than the lowest Common Stock Purchase Price calculated for any Closing (Per Share Market Value on the "Discounted Price," each last Trading Day immediately preceding the earlier of the date of announcement of such sale or issuance, a "Discounted Price Transaction" issuance and the number of shares sold date on which the price for such sale or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company issuance is agreed or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transactionfixed, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable immediately after such sale or issuance shall be adjusted to equal the product obtained number determined by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof sale or issuance by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions of paragraph a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately after such sale or issuance and (ii) the denominator of which shall be (x) the number of shares of Common Stock which the aggregate consideration received for such sale or issuance would purchase at such Per Share Market Value plus (y) the number of shares of Common Stock outstanding immediately prior to such sale or issuance. In such event, the Warrant Price shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction, the numerator of which is the number of shares of Common Stock issuable upon the exercise of this Section 6(c) Warrant before such adjustment, and the denominator of which is the new number of shares of Common Stock issuable upon exercise of this Warrant determined in accordance with the immediately preceding sentence; provided, however, the Issuer shall not enter into any transaction that would result in the Warrant Price to be adjusted pursuant to this Section 4(d) below $1.93 (the “Floor Price”), or such higher price that would apply so as not to any require approval of the issuance of the Warrant, the adjustments provided in this Section 4(d) or Section 4(e) or the corresponding issuance of shares of Common Stock hereunder by the Issuer’s stockholders under the NYSE Alternext U.S. requirements or the applicable requirements of any other securities exchange or market on which the Common Stock is then listed or quoted or by any other Governmental Authority on of the date of such issuance (“Issuer Stockholder Approval”), unless Issuer Stockholder Approval is obtained for which an adjustment is the adjustments provided under in this Section 6(a4(d) and Section 4(e) and the corresponding issuance of shares of Common Stock hereunder (provided that, for the avoidance of doubt, this Section 4(d) shall not be construed to prohibit the Warrant Price, Floor Price or such other price from being adjusted to reflect any other adjustments made in accordance with this Section 4 (other than adjustments pursuant to this Section 4(d) or 6(bSection 4(e). )).
(ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of this Section 6(c4(d) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible SecuritiesCommon Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d4(e).
Appears in 2 contracts
Sources: Investment Agreement (American Apparel, Inc), Warrant Agreement (American Apparel, Inc)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) for no consideration or for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "“Discounted Price," ” each such sale or issuance, a "“Discounted Price Transaction" ” and the number of shares sold or issued in such Discounted Price Transaction the "“Discounted Sale Volume"”), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of this Section 6(c) upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d).
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Power Efficiency Corp), Common Stock Purchase Warrant (Power Efficiency Corp)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted IssuancesIf the Company shall issue or sell, if, at any time on or prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement)Date, the Company shall issue or sell any additional shares of Common Stock (or other securities convertible into “Additional Common Stock) for no consideration or ”), other than in an Exempt Issuance (as defined below), in exchange for consideration in an amount per additional share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Per Share Purchase Price calculated for any Closing (at the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and time the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any additional shares of Common Stock (are issued or other securities convertible into Common Stock) in a Discounted Price Transactionsold, then then:
(A) the Warrant Exercise Per Share Purchase Price then in effect immediately prior to such issue or sale shall be adjusted reduced to equal the sale price of such Additional Common Stock; and
(or further adjusted B) each Purchaser shall receive for no additional consideration a number of shares of Common Stock determined as the case may befollows:
(1) to a price determined by multiplying the Warrant Exercise Per Share Purchase Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction issue or sale by the number of shares of Common Stock for which purchased by such Purchaser pursuant to this Warrant is exercisable immediately prior to such Discounted Price Transaction and Agreement and
(2) dividing the product thereof by the Warrant Exercise Per Share Purchase Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions of paragraph (i) and (ii) of this Section 6(c6.1(i) shall not apply to any issuance and
(3) subtracting from such amount the number of shares of Common Stock for which an adjustment is provided under Section 6(apurchased by such Purchaser pursuant to this Agreement.
(ii) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable acquirable hereunder shall be made under paragraph (i) of this Section 6(c6.1(i) upon the issuance of any additional shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securitiesconvertible securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities convertible securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)6.2.
(iii) For avoidance of doubt, the computations provided in this Section 6.1 shall not impact, retroactively or otherwise, the consideration already paid by a Purchaser for the Shares. The Per Share Purchase Price adjustment is made solely to calculate the number of additional shares of Common Stock to be issued pursuant to this Section 6.1.
Appears in 2 contracts
Sources: Common Stock and Warrant Purchase Agreement (Chatsworth Data Solutions, Inc.), Common Stock and Warrant Purchase Agreement (Adera Mines LTD)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, ifIf the Issuer, at any --------------------------------------------- time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement)while this Warrant is outstanding, the Company shall issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stockotherwise than as provided in the foregoing subsections (a) for no consideration or for consideration in an amount through (c) of this Section 4), at a price per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by or less than the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (or further adjusted as rounded to the case may benearest cent) to a price determined by multiplying the Warrant Exercise Price then in effect immediately prior to such event by a fraction, :
(i) the numerator of which the numerator shall be equal to the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (BA) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect outstanding immediately prior to the issuance of such Discounted Additional Shares of Common Stock plus (B) the number of ---- shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Per Share Market Value then in effect and the Warrant Price Transaction by then in effect, and
(ii) the denominator of which shall be equal to the number of shares of Common Stock for which this Warrant is exercisable outstanding immediately prior to after the issuance of such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) Additional Shares of Common Stock. The provisions of paragraph this subsection (i) and (ii) of this Section 6(cd) shall not apply to under any issuance of shares of Common Stock the circumstances for which an adjustment is provided under Section 6(ain subsections (a), (b) or 6(b)(c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of this Section 6(cd) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, Common Stock Equivalent if any such adjustment shall previously have been made upon the issuance of such warrants Common Stock Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or other rights (Y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the issuance Warrant Price as a result of such any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 6(d)the adjustment in the Warrant Price.
Appears in 2 contracts
Sources: Warrant Agreement (Skylynx Communications Inc), Warrant Agreement (Skylynx Communications Inc)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, ifIf, at any time prior to the first anniversary of the Final final Closing (as defined in the Subscription Agreement), the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) for no consideration or in exchange for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted PriceDISCOUNTED PRICE," each such sale or issuance, issuance a "Discounted Price TransactionDISCOUNTED PRICE TRANSACTION" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale VolumeDISCOUNTED SALE VOLUME"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with other than Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as so that it shall equal the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iiiii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of this Section 6(c) upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d) or Section 6(e).
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Ir Biosciences Holdings Inc)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stock) for no and the consideration or for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) to be paid is less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Applicable Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable thereafter comprising a Stock Unit shall be adjusted to equal the product obtained that number determined by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable comprising a Stock Unit immediately prior to such Discounted adjustment by a fraction (a) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock PLUS the number of such Additional Shares of Common Stock so issued, and (b) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock PLUS the number of shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Applicable Price. For purposes of this SECTION 8.02, for all issuances of shares of Common Stock, the date as of which the Applicable Price Transaction and dividing shall be computed shall be the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions earlier of paragraph (i) the date on which the Company shall enter into a firm contract for the issuance of such Additional Shares of Common Stock (provided that the number of shares of Common Stock comprising a Stock Unit shall not be adjusted unless and until such shares are actually issued) and (ii) the date of this Section 6(c) shall not apply to any actual issuance of shares such Additional Shares of Common Stock. Aggregate consideration for purposes of clause (b) in the preceding paragraph shall be determined as follows: in case any Additional Shares of Common Stock shall be issued or sold for which an adjustment is provided under Section 6(a) cash, the consideration received therefor shall be deemed to be the amount payable to the Company therefor, after deduction of any accrued interest or 6(b)dividends and before deducting any expenses incurred or any underwriting commissions or concessions or discounts or, in the case of a private placement thereof, finders' fees or commissions paid or allowed by the Company in connection therewith; in case any Additional Shares of Common Stock shall be issued or sold for a consideration other than cash payable to the Company, the consideration received therefor shall be deemed to be the Fair Value of such consideration, after deduction of any accrued interest or dividends and before deducting any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith. No Subject to SECTION 8.05 hereof, no further adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable comprising a Stock Unit shall be made under paragraph (i) of this Section 6(c) SECTION 8.02 upon the issuance of any shares Additional Shares of Common Stock Stock:
(a) for which an adjustment is provided under SECTION 8.01 hereof;
(b) which are issued pursuant to the conversion, exchange or exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)SECTION 8.03 hereof; or
(c) as a distribution or a dividend which is distributed or declared and paid in accordance with SECTION 9.02 hereof.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), In case the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) after the Closing Date for no a consideration or for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuancethen Fair Value per share, a "Discounted Price Transaction" and then, the number of shares sold or issued in such Discounted Price Transaction of Class A Non-Voting Stock issuable upon exercise of this Warrant shall be increased as determined by the "Discounted Sale Volume")following formula, solving for the appropriate unknown variable thereunder: AWS x (TV + AC + EX) = WS x (TV + EX) --------------- ------- (AWS + SO + AS) SO + WS For purposes of the formula set forth above, the Warrant Exercise Price then in variables set forth therein shall have the following meanings: AWS = The number of shares of Class A Non-Voting Stock issuable upon exercise of this Warrant, after giving effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
adjustment FVS = The then Fair Value per share (ii) Except in connection with Permitted Issuances, if, at without giving effect to any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal dilution attributable to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (BIssuable Warrant Shares) the SO = The number of shares of Common Stock outstanding prior to the issuance of the additional shares TV = FVS x SO AC = The aggregate consideration received for which this Warrant is exercisable shall the sale or issuance of the additional shares of Common Stock AS = The number of additional shares of Common Stock to be adjusted to equal the product obtained by multiplying the Warrant sold or issued EX = The Exercise Price in effect immediately per share (prior to such Discounted Price Transaction by adjustment) times the number of shares of Class A Non-Voting Stock issuable upon exercise of this Warrant (prior to the adjustment) WS = The number of shares of Class A Non-Voting Stock issuable upon exercise of this Warrant (prior to adjustment) For purposes of this Subsection (b), the date as of which the Fair Value per share of Common Stock shall be computed shall be the last day of the most recently completed fiscal period of the Company for which this Warrant is exercisable immediately financial statements have been delivered pursuant to ARTICLE VI prior to which the Company shall first (i) enter into a firm contract for the issuance of such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause shares or (Aii) above.
(iii) issue such shares. The provisions of paragraph this Subsection (i) and (ii) of this Section 6(cb) shall not apply to any issuance of additional shares of Common Stock which are distributed to holders of Common Stock pursuant to a stock dividend or subdivision for which an adjustment is provided for under Subsection (a) of this Section 6(a) or 6(b)4.2. No adjustment of the number of shares of Common Class A Non-Voting Stock for which issuable under this Warrant shall be exercisable shall be made under paragraph (i) of this Section 6(c) subsection upon the issuance of any additional shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights Stock Purchase Rights or pursuant to the exercise of any conversion or exchange rights in of any Convertible Securities, if any Securities to the extent that such adjustment shall previously have been made upon the issuance of such warrants Stock Purchase Rights or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Subsection (a), (c), (d), (e) or (f) of this Section 6(d)4.2.
Appears in 1 contract
Sources: Warrant Agreement (Nutraceutical International Corp)
Issuance of Additional Shares of Common Stock. (i) Except as provided in connection with Permitted IssuancesSection 4(c)(ii), if, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), event the Company shall issue or sell any additional shares of Common Stock (or other securities convertible into Common Stock) , for no a consideration or for consideration in an amount per additional share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Fair Market Price calculated for any Closing per Share (the "Discounted per Share Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), then the Warrant Per Share Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal reduced to the Discounted per Share Price.
. For purposes of this subsection (ii) Except in connection with Permitted Issuancesi), if, at any time after the first anniversary date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the Final Closing date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the shares. The number of shares of Common Stock for which issuable upon exercise of this Warrant is exercisable Warant shall be adjusted to equal remain unchanged after any adjustment of the product obtained by multiplying the Warrant Per Share Exercise Price as provided in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) aboveSection 4(c).
(iiiii) The provisions of paragraph (i) and (ii) of this Section 6(c4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 6(a4(a) or 6(b4(b). No adjustment , (y) the issuance of Warrant Shares, or (z) for any Exempt Issuances as defined in the number of Purchase Agreement.
(iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which this Warrant Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be exercisable determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be made under paragraph adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of this Section 6(c) upon the issuance of any additional shares of Common Stock which are issued issuable pursuant to the exercise of any all such warrants or other subscription or purchase rights or pursuant necessary to effect the exercise of any conversion or exchange rights in any Convertible Securitiesof all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any any, payable for such adjustment warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall previously have been be made upon the issuance actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities.
(iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such Convertible Securities (or convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities.
(v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either
(1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or
(2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any warrant then outstanding Warrant Shares, on the basis of
(3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and
(4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been grated or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities.
(vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor) , or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to Section 6(d)any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.
Appears in 1 contract
Sources: Protective Warrant (Corvu Corp)
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stock) for no consideration or , in exchange for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) which is less than the lowest Current Warrant Price at the time the Additional Shares of Common Stock Purchase are issued, then (i) the Current Warrant Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and as to the number of shares sold or issued in for which this Warrant is exercisable prior to such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect adjustment shall be adjusted (or further adjusted as the case may be) reduced to a price determined by multiplying dividing (A) an amount equal to the Warrant Exercise Price in effect sum of (x) the number of shares of Common Stock outstanding immediately prior to such event issue or sale multiplied by a fractionthe then existing Current Warrant Price plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of which the numerator shall be the sum shares of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, outstanding immediately after such issue or sale; and (Bii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying of (A) the Current Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction issue or sale multiplied by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction issue or sale, and dividing the product thereof by the Current Warrant Exercise Price resulting from the adjustment made pursuant to clause (Ai) above.
(iiib) The provisions If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of paragraph Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Market Price at the time the Additional Shares of Common Stock are issued, then (i) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale multiplied by (B) a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale and the denominator of which shall be the sum of (x) number of shares of Common Stock outstanding immediately prior to such issue or sale plus (y) the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock would purchase at the then Current Market Price; and (ii) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be adjusted by multiplying (A) such Current Warrant Price by (B) a fraction, the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale and the denominator of which shall be the number of shares of Common Stock for which this Warrant is exercisable immediately after such issue or sale.
(c) If at any time the Company (except as hereinafter provided) shall issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price and the Current Market Price at the time the Additional Shares of Common Stock are issued, the adjustment required under this Section 6(c4.3 shall be made in accordance with the formula in paragraph (a) or (b) above which results in the lower Current Warrant Price following such adjustment. The provisions of paragraphs (a) and (b) of Section 4.3 shall not apply to any issuance of shares Additional Shares of Common Stock for which an adjustment is provided under Section 6(a) 4.1 or 6(b)Section 4.2. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (ia) or (b) of this Section 6(c) 4.3 upon the -9- issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)4.4 or Section 4.5.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, In case at any --------------------------------------------- time prior or from time to time after the first anniversary of the Final Closing (as defined in the Subscription Agreement), Effective Date the Company shall issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stock) for no a consideration or for consideration in an amount per share less than the Current Market Price per share of Common Stock (other than with respect to (I) a dividend or other securities convertible into Common Stockdistribution referred to in Section 5.1.1, (II) less than the lowest Warrants, (III) any currently outstanding options, warrants, rights or Convertible Securities, provided such Securities are not "repriced" to a lower exercise or conversion price or (IV) sales of shares of Common Stock in accordance with and pursuant to the terms of the Company's 1994 Employee Stock Purchase Price calculated for any Closing (the "Discounted Price," Plan), then, and in each such sale case, effective immediately after such issuance or issuancesale, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of New Common Stock (or other securities convertible into Common Stock) in constituting a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect Stock Unit shall be adjusted (or further adjusted as the case may be) to a price that number determined by multiplying the Warrant Exercise Price in effect number of shares of New Common Stock constituting a Stock Unit immediately prior to such event adjustment by a fraction, fraction (not less than one) (i) the numerator of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect outstanding immediately prior to the issuance or sale of such Discounted Price Transaction by Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold and (ii) the denominator of which shall be the number of shares of Common Stock for which this Warrant is exercisable outstanding immediately prior to the issuance or sale of such Discounted Price Transaction and dividing Additional Shares of Common Stock plus the product thereof by number of shares of Common Stock that the Warrant Exercise Price resulting from aggregate consideration for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Current Market Price. No adjustment of the number of shares of New Common Stock constituting a Stock Unit shall be made pursuant to clause (A) above.
(iii) The provisions of paragraph (i) and (ii) of under this Section 6(c5.1.5 upon (x) shall not apply to any issuance or sale of shares Additional Shares of Common Stock for which an adjustment is provided under Section 6(a5.1.1 or (y) any issuance or 6(b). No adjustment sale of the number of shares any Additional Shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of this Section 6(c) upon the issuance of any shares of Common Stock which that are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, Securities if any such adjustment shall previously have been made upon the issuance or distribution of such warrants or other rights or upon the issuance or sale of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Sections 5.1.2, 5.1.6, 5.1.7 or 5.1.8 or (z) any issuance upon a merger or consolidation or sale to which Section 6(d)5.1.11 applies.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted IssuancesIf, if, at any time prior to after the first anniversary of the Final Closing (as defined in the Subscription Agreement)date hereof, the Company Borrower shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock for a consideration (or other securities convertible into Common Stock) for no consideration or for consideration in an amount per share of Common Stock (or other securities convertible into Common Stocki) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Conversion Price then in effect shall immediatelyeffect, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except less than the Current Market Price of such shares then in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transactioneffect, then (A) the Warrant Exercise Conversion Price then in effect upon each such issuance shall be adjusted (or further adjusted as the case may be) to a that price determined by multiplying the Warrant Exercise Conversion Price in effect immediately prior to such event by a fraction, :
(1) if issued for a consideration per share less than the Conversion Price per share of Common Stock then in effect:
(a) the numerator of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect outstanding immediately prior to the issuance of such Discounted Price Transaction by Additional Shares of Common Stock plus the number of shares of Common Stock which the aggregate consideration for which this Warrant is exercisable immediately prior to the total number of such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares Additional Shares of Common Stock for so issued would purchase at the then effective Conversion Price, and
(b) the denominator of which an adjustment is provided under Section 6(a) or 6(b). No adjustment of shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued.
(2) if issued for a consideration per share less than the Current Market Price per share of Common Stock:
(a) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of full shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price per share, and
(b) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued. If such Additional Shares of Common Stock shall be issued at a price per share less than both the effective Conversion Price and the Current Market Price per share of Common Stock, the Conversion Price shall be adjusted in the manner which will result in the greatest reduction of the Conversion Price. The provisions of this paragraph shall not apply to any Additional Shares of Common Stock which are distributed to holders of Common Stock as a stock dividend or subdivision, for which this Warrant shall be exercisable an adjustment is provided for under paragraph A above. No adjustment of the Conversion Price shall be made under this paragraph (i) of this Section 6(c) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any to the extent such adjustment shall previously have been made (or determined not to be required) upon the date of issuance of such warrants or other rights or upon the date of issuance of such Convertible Securities (or upon the date of issuance of any warrant warrants or other rights therefor) pursuant to Section 6(d)paragraphs C or D of this SS.7.4.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, ifIf, at any time prior to the first anniversary of the Final final Closing (as defined in the Subscription Agreement), the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) for no consideration or in exchange for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted PriceDISCOUNTED PRICE," each such sale or issuance, issuance a "Discounted Price TransactionDISCOUNTED PRICE TRANSACTION" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale VolumeDISCOUNTED SALE VOLUME"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with other than Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as so that it shall equal the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting resul1ting from the adjustment made pursuant to clause (A) above.
(iiiii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of this Section 6(c) upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d) or Section 6(e).
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Ir Biosciences Holdings Inc)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) for no consideration or for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted PriceDISCOUNTED PRICE," each such sale or issuance, a "Discounted Price TransactionDISCOUNTED PRICE TRANSACTION" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale VolumeDISCOUNTED SALE VOLUME"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of this Section 6(c) upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d).
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, ifIf the Issuer, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement)while this Warrant is outstanding, the Company shall issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stockotherwise than as provided in the foregoing subsections (a) for no consideration or for consideration in an amount through (c) of this Section 4), at a price per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing lower of (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), x) the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (Ay) the Warrant Exercise Price Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price (or further adjusted as rounded to the case may benearest cent) to a price determined by multiplying the Warrant Exercise Price then in effect by a fraction:
(i) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such event by a fraction, Additional Shares of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Per Share Market Value then in effect and the Warrant Price then in effect; and
(ii) the denominator of which this Warrant is exercisable shall be adjusted equal to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable outstanding immediately prior to after the issuance of such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) Additional Shares of Common Stock. The provisions of paragraph this subsection (i) and (ii) of this Section 6(cd) shall not apply to under any issuance of shares of Common Stock the circumstances for which an adjustment is provided under Section 6(ain subsections (a), (b) or 6(b)(c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of this Section 6(cd) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, Common Stock Equivalent if any such adjustment shall previously have been made upon the issuance of such warrants Common Stock Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or other rights (y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the issuance Warrant Price as a result of such any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 6(d)the adjustment in the Warrant Price.
Appears in 1 contract
Sources: Warrant Agreement (Xceed Inc)
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, if, If the Company shall (except as hereinafter provided) at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stock) for no consideration or in exchange for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) less than the lowest Current Warrant Price at the time the Additional Shares of Common Stock Purchase are issued, then (i) the Current Warrant Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and as to the number of shares sold or issued in for which this Warrant is exercisable prior to such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect adjustment shall be adjusted (or further adjusted as the case may be) reduced to a price determined by multiplying dividing (A) an amount equal to the Warrant Exercise Price in effect sum of (x) the number of shares of Common Stock Outstanding immediately prior to such event issue or sale multiplied by a fractionthe then existing Current Warrant Price, plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of which the numerator shall be the sum shares of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, Outstanding immediately after such issue or sale; and (Bii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction issue or sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction issue or sale and dividing the product thereof by the Current Warrant Exercise Price resulting from the adjustment made pursuant to clause (Ai) above.
(iiib) The provisions If the Company shall (except as hereinafter provided) at any time issue or sell any Additional Shares of paragraph Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock less than the Current Market Price at the time the Additional Shares of Common Stock are issued, then (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be is exercisable shall be made under paragraph (i) adjusted to equal the product obtained by multiplying the number of this Section 6(c) upon the issuance of any shares of Common Stock for which are issued pursuant this Warrant is exercisable immediately prior to such issue or sale by a fraction (A) the numerator of which shall be the number of shares of Common Stock Outstanding immediately after such issue or sale, and (B) the denominator of which shall be the number of shares of Common Stock Outstanding immediately prior to such issue or sale plus the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock would purchase at the then Current Market Price; and (ii) the Current Warrant Price as to the exercise number of any warrants or other subscription or purchase rights or pursuant shares for which this Warrant is exercisable prior to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been be adjusted by multiplying such Current Warrant Price by a fraction (X) the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale; and (Y) the denominator of which shall be the number of shares of Common Stock purchasable immediately after such issue or sale.
(c) If at any time the Company (except as hereinafter provided) shall issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Shares of Common Stock which is less than the Current Warrant Price and the Current Market Price at the time the Additional Shares of Common Stock are issued, the adjustment required under Section 4.3 shall be made upon in accordance with the issuance of formula in paragraph (a) or (b) above which results in the lower Current Warrant Price following such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)adjustment.
Appears in 1 contract
Sources: Warrant Agreement (Calton Inc)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall issue or sell (i) any shares Additional Shares of Common Stock (or other securities convertible into Common Stock) for no consideration or in exchange for consideration in an amount per Additional Share of Common Stock less than the Fair Market Value Per Share of Common Stock at the time the Additional Shares of Common Stock are issued or sold or (ii) any Convertible Securities having an exercise price or Conversion Price (as defined below) in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares Fair Market Value Per Share of Common Stock (at the time of such issuance or other securities convertible into Common Stock) in a Discounted Price Transactionsale, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing issuance or sale by a fraction (a) the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions numerator of paragraph (i) and (ii) of this Section 6(c) which shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of be the number of shares of Common Stock for outstanding immediately after such issuance or sale (assuming the conversion or exercise of all such Convertible Securities) and (b) the denominator of which this Warrant shall be exercisable the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus either (x) the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock would purchase at the then Fair Market Value Per Share or (y) the number of shares of Common Stock which could be purchased if the exercise price of such Convertible Security or the Conversion Price of such Convertible Security (as applicable) were set at the then Fair Market Value Per Share. Thereupon, the Exercise Price shall be correspondingly reduced so that the aggregate Exercise Price for all shares of Common Stock covered hereby shall remain unchanged. No adjustments shall be made under paragraph upon the exercise or conversion of Convertible Securities. For purposes of this paragraph, (i) the term "Additional Shares of this Section 6(c) upon the issuance of Common Stock" means any shares of Common Stock which are issued pursuant to by the Company after the Closing Date other than Warrant Stock or stock issuable upon the exercise of any options granted to Thom▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ore August 30, 1991, (ii) the term "Convertible Securities" means all options, warrants or other subscription securities exercisable for, all rights to subscribe for, and all securities which are convertible into or purchase rights or pursuant exchangeable for, Common Stock and (iii) the term "Conversion Price" means, with respect to the exercise of any conversion or exchange rights in any Convertible SecuritiesSecurity, if any the price paid for such adjustment shall previously have been made upon Convertible Security divided by the issuance number of shares of Common Stock into which such warrants or other rights or upon Convertible Security is convertible on the date of issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)Security.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, if, at any time prior to For the first period commencing on the Original Issue Date and ending on the two (2) year anniversary of the Final Closing (as defined Original Issue Date, in the Subscription Agreement), event the Company Issuer shall issue or sell any shares Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or other securities convertible into without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price equal to the consideration per share paid for such Additional Shares of Common Stock.
(b) for no consideration or for consideration For the period commencing on the two (2) year anniversary of the Original Issue Date and ending on the Termination Date, in an amount per share the event the Issuer shall issue any Additional Shares of Common Stock (or other securities convertible into Common Stockotherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the lowest Common Stock Purchase Warrant Price calculated for any Closing (the "Discounted Price," each such sale then in effect or issuancewithout consideration, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), then the Warrant Exercise Price then in effect shall immediately, and without any further action multiplied by a fraction (a) the Company or the Holder required, numerator of which shall be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
sum of (iix) Except in connection with Permitted Issuances, if, at any time after the first anniversary number of shares of outstanding Common Stock immediately prior to the Final Closing the Company shall issue or sell any shares issuance of such Additional Shares of Common Stock plus (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect and (b) the denominator of which this Warrant is exercisable shall be adjusted equal to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of outstanding Common Stock for which immediately after the issuance of such Additional Shares of Common Stock. For purposes of this Warrant is exercisable Section, all shares of Common Stock issuable upon exercise of options outstanding immediately prior to such Discounted Price Transaction and dividing issue or upon conversion of Convertible Securities (as defined below) (including Series A Convertible Preferred Stock of the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant Company, par value $.001 per share) outstanding immediately prior to clause (A) above.
(iii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b)such issue are deemed outstanding. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of pursuant to this Section 6(c4(d)(ii) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible SecuritiesCommon Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d4(e).
Appears in 1 contract
Sources: Series a Convertible Preferred Stock Purchase Agreement (Victory Divide Mining CO)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, at any time prior to In case after the first anniversary of the Final Closing (as defined in the Subscription Agreement), date hereof the Company shall issue or sell any shares Additional Shares of Common Stock for a consideration (or other securities convertible into Common Stock) for no consideration or for consideration in an amount per share of Common Stock (or other securities convertible into Common Stocki) less than the lowest Common Stock Purchase then effective per share Warrant Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after less than the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Current Market Price Transactionper share, then (A) the per share Warrant Exercise Price then in effect upon each such issuance shall be adjusted (or further adjusted as the case may be) to a that price determined by multiplying the per share Warrant Exercise Price in effect immediately prior to such event by a fraction, :
(a) if issued for a consideration per share less than the then effective per share Warrant Price:
(1) the numerator of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect outstanding immediately prior to the issuance of such Discounted Price Transaction by Additional Shares of Common Stock plus the number of full shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the then effective per share Warrant Price, and
(2) the denominator of which shall be the number of shares of Common Stock for which this Warrant is exercisable outstanding immediately prior to the issuance of such Discounted Price Transaction and dividing Additional Shares of Common Stock plus the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) abovenumber of such Additional Shares of Common Stock so issued.
(iiib) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares if issued for a consideration per share less than the Current Market Price per share of Common Stock for Stock:
(1) the numerator of which an adjustment is provided under Section 6(a) or 6(b). No adjustment of shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of full shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price per share, and
(2) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued. If such Additional Shares of Common Stock shall be issued at a price per share less than both the then effective per share Warrant Price and the Current Market Price per share of Common Stock, the per share Warrant Price shall be adjusted in the manner (i.e., pursuant to paragraph (a) or (b) above) which will result in the greatest reduction of the per share Warrant Price. The provisions of this subparagraph shall not apply to any Additional Shares of Common Stock which are distributed to holders of Common Stock as a stock dividend or subdivision, for which this an adjustment is provided for under Section 3.1. No adjustment of the per share Warrant shall be exercisable Price shall be made under paragraph (i) of this Section 6(c) 3.2 upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if to the extent any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant warrants or other rights therefor) pursuant to Section 6(d)3.3.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or Stock, other securities convertible into Common Stock) for no consideration or than Permitted Issuances, in exchange for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) less than the lowest Current Warrant Price at the time the Additional Shares of Common Stock Purchase are issued, then (i) the Current Warrant Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and as to the number of shares sold or issued in for which this Warrant is exercisable prior to such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect adjustment shall be adjusted (or further adjusted as the case may be) reduced to a price determined by multiplying dividing (A) an amount equal to the Warrant Exercise Price in effect sum of (x) the number of shares of Common Stock Outstanding immediately prior to such event issue or sale multiplied by a fractionthe then existing Current Warrant Price, plus (y) the consideration, if any, received by Company upon such issue or sale, by (B) the total number of which the numerator shall be the sum shares of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, Outstanding immediately after such issue or sale; and (Bii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction issue or sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction issue or sale and dividing the product thereof by the Current Warrant Exercise Price resulting from the adjustment made pursuant to clause (Ai) above.
(iiib) The provisions If at any time Company shall (except as hereinafter provided) at any time issue or sell any Additional Shares of paragraph Common Stock, other than Permitted Issuances, for consideration in an amount per Additional Share of Common Stock less than the Current Market Price, then (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be is exercisable shall be made under paragraph (i) adjusted to equal the product obtained by multiplying the number of this Section 6(c) upon the issuance of any shares of Common Stock for which are issued pursuant this Warrant is exercisable immediately prior to such issue or sale by a fraction (A) the numerator of which shall be the number of shares of Common Stock Outstanding immediately after such issue or sale, and (B) the denominator of which shall be the number of shares of Common Stock Outstanding immediately prior to such issue or sale plus the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock would purchase at the then Current Market Price; and (ii) the Current Warrant Price as to the exercise number of any warrants or other subscription or purchase rights or pursuant shares for which this Warrant is exercisable prior to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon be adjusted by multiplying such Current Warrant Price by a fraction (X) the issuance numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such warrants issue or sale; and (Y) the denominator of which shall be the number of shares of Common Stock purchasable immediately after such issue or sale.
(c) If at any time Company (except as hereinafter provided) shall issue or sell any Additional Shares of Common Stock, other rights or upon the issuance than Permitted Issuances, in exchange for consideration in an amount per Additional Share of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d).Common Stock which
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or Stock, other securities convertible into Common Stock) for no consideration or than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock less than the greater of (1) the Current Market Price per share of Common Stock (for the period of 20 Trading Days preceding the earlier of the issuance or other securities convertible into Common Stock) less than public announcement of the lowest issuance of such Additional Shares of Common Stock Purchase and (2) the Current Warrant Price calculated for any Closing at the time the Additional Shares of Common Stock are issued, then (i) the "Discounted Price," each such sale or issuance, a "Discounted Current Warrant Price Transaction" and as to the number of shares sold or issued in for which this Warrant is exercisable prior to such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect adjustment shall be adjusted (or further adjusted as the case may be) reduced to a price determined by multiplying the Current Warrant Exercise Price in effect immediately prior to such event by (A) a fraction, the numerator of which the numerator shall be the sum of money raised in (x) the Placement plus number of shares of Common Stock Outstanding immediately prior to such issue or sale multiplied by the sum greater of money raised in all Subsequent Discounted (1) the then applicable Current Warrant Price Transactionsand (2) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock (the greater of (1) and (2) above hereinafter referred to as the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into or for which the rights, warrants or other Convertible Securities may convert or be exercisable), and the denominator of which the denominator shall be the sum of money raised in (a) the Placement plus the sum total number of money equal to the product shares of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, Outstanding on such date and (Bb) the number of Additional Shares issued (or into or for which the rights, warrants or convertible securities may be converted or exercised), multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction issue or sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction issue or sale and dividing the product thereof by the Current Warrant Exercise Price resulting from the adjustment made pursuant to clause (Ai) above.
(iii) The provisions of paragraph (i) and (ii) . For purposes of this Section 6(c) shall not apply to any issuance 4.5 and for the purposes of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment making adjustments of the number of shares of Common Stock for which this Warrant shall be is exercisable shall be made under paragraph (i) of and the Current Price as provided in this Section 6(c) upon 4, the aggregate consideration receivable by the Company in connection with the issuance of any shares of Common Stock which are issued pursuant to the exercise or of any rights, warrants or other subscription or purchase rights or pursuant securities convertible into shares of Common Stock shall be deemed to be equal to the exercise sum of any conversion the aggregate offering price (before deduction of underwriting discounts or exchange rights in any Convertible Securitiescommissions and expenses payable to third parties) of all such Common Stock, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d).rights,
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, If the Company at any time prior or from time to time subsequent to the first anniversary of date hereof (the Final Closing (as defined in the Subscription Agreement"ORIGINAL ISSUE DATE"), issues or sells, or is deemed by the Company shall issue express provisions of this Section 3(d) to have issued or sell any shares sold, Additional Shares of Common Stock (or as hereinafter defined), other securities convertible into Common Stockthan as provided in subsection (d)(iv) below, for no consideration or for consideration in an amount per share of Common Stock Effective Price (or other securities convertible into Common Stockas hereinafter defined) less than the lowest Common then-effective Stock Purchase Price, then and in each such case the then-effective Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuanceshall be reduced, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary but not increased as of the Final Closing opening of business on the Company shall date of such issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) sale to a price determined by multiplying the Warrant Exercise then-effective Stock Purchase Price in effect by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement issue or sale plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock which the aggregate consideration received (as defined in subsection d(ii)) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such then-effective Stock Purchase Price, and (ii) the denominator of which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable deemed outstanding (as defined below) immediately prior to such Discounted Price Transaction and dividing issue or sale plus the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions total number of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares Additional Shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b)so issued. No adjustment For the purposes of the preceding sentence, the number of shares of Common Stock for which this Warrant deemed to be outstanding as of a given date shall be exercisable shall the sum of (A) the number of shares of Common Stock actually outstanding, (B) the number of shares of Common Stock into which the then-outstanding shares of Preferred Stock of the Company could be made under paragraph converted if fully converted on the day immediately preceding the given date, and (iC) the number of this Section 6(c) upon the issuance of any shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities then exercisable or convertible on the day immediately preceding the given date.
(i) For the purpose of making any adjustment required under this Section 3(d), the consideration received by the Company for any issue or sale of securities shall (A) to the extent it consists of cash, be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale but without deduction of any expenses payable by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board of Directors (including a majority of the Series B Directors (as defined in the Company's Restated Certificate of Incorporation)), and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued pursuant or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors (including a majority of the Series B Directors) to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options.
(ii) For the purpose of the adjustment required under this Section 3(d), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into or exchangeable for, Additional Shares of Common Stock (such convertible or exchangeable stock or securities being herein referred to as "CONVERTIBLE SECURITIES") whether or not such rights or options or the right to convert or exchange any such convertible securities are immediately exercisable, and if the Effective Price of such Additional Shares of Common Stock is less than the then-effective Stock Purchase Price, in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion or exchange thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of any warrants or other subscription or purchase such rights or pursuant to options, plus, in the exercise case of any conversion or exchange rights in any Convertible Securities, the minimum amounts of consideration, if any any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof; PROVIDED, THAT, that if the minimum amount of consideration payable to the Company upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; PROVIDED, FURTHER, that if the minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities. No further adjustment shall previously have been made of the then-effective Stock Purchase Price, as adjusted upon the issuance of such warrants rights, options or other Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the then-effective Stock Purchase Price, as adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Stock Purchase Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or upon obligations evidenced by such Convertible Securities) on the issuance conversion of any warrant or other rights therefor) pursuant such Convertible Securities, PROVIDED THAT such readjustment shall not apply to Section 6(d)prior conversions of Preferred Stock.
Appears in 1 contract
Sources: Stock Purchase Agreement (Jato Communications Corp)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted IssuancesIf, if, at any time prior to after the first anniversary of the Final Closing (as defined in the Subscription Agreement)date hereof, the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock for a consideration (or other securities convertible into Common Stock) for no consideration or for consideration in an amount per share of Common Stock (or other securities convertible into Common Stocki) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the per share Warrant Exercise Price then in effect shall immediatelyeffect, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except less than the Current Market Price of such shares then in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transactioneffect, then (A) the per share Warrant Exercise Price then in effect upon each such issuance shall be adjusted (or further adjusted as the case may be) to a that price determined by multiplying the per share Warrant Exercise Price in effect immediately prior to such event by a fraction, :
(1) if issued for a consideration per share less than the Warrant Price per share of Common Stock then in effect:
(a) the numerator of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect outstanding immediately prior to the issuance of such Discounted Price Transaction by Additional Shares of Common Stock plus the number of shares of Common Stock which the aggregate consideration for which this Warrant is exercisable immediately prior to the total number of such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares Additional Shares of Common Stock for so issued would purchase at the then effective per share Warrant Price, and
(b) the denominator of which an adjustment is provided under Section 6(a) or 6(b). No adjustment of shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued.
(2) if issued for a consideration per share less than the Current Market Price per share of Common Stock:
(a) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of full shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price per share, and
(b) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued. If such Additional Shares of Common Stock shall be issued at a price per share less than both the effective Warrant Price and the Current Market Price per share of Common Stock, the Warrant Price shall be adjusted in the manner which will result in the greatest reduction of the Warrant Price. The provisions of this paragraph shall not apply to any Additional Shares of Common Stock which are distributed to holders of Common Stock as a stock dividend or subdivision, for which this an adjustment is provided for under paragraph A above. No adjustment of the per share Warrant shall be exercisable Price shall be made under this paragraph (i) of this Section 6(c) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any to the extent such adjustment shall previously have been made (or determined not to be required) upon the date of issuance of such warrants or other rights or upon the date of issuance of such Convertible Securities (or upon the date of issuance of any warrant warrants or other rights therefor) pursuant to Section 6(d)paragraphs C or D of this SS.3.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, ifIf, at any time prior to the first anniversary exercise of the Final Closing (as defined in the Subscription Agreement), Warrants the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) for no consideration or in exchange for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Convertible Preferred Stock Purchase Price calculated for any Closing Conversion Price, as defined in the Company's Series A Convertible Preferred Stock and Series B Convertible Preferred Certificate of Designation (the "Discounted Price," each such sale or issuance, issuance a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with other than Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as so that it shall equal the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement amount of Common Stock outstanding immediately before such Discounted Price Transaction, plus the sum quotient obtained by dividing the total proceeds of money raised in all Subsequent such Discounted Price TransactionsTransaction by such Convertible Preferred Stock Conversion Price, and of which the denominator shall be the sum amount of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Priceoutstanding immediately following such exercise (for purposes of determining the amount of Common Stock outstanding, all outstanding securities exercisable for or convertible into Common Stock shall be deemed to have been so exercised or converted), and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iiiii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of this Section 6(c) upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d) or Section 6(e).
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (i) Except For a period of three (3) years following the Original Issue Date, in connection with Permitted Issuances, if, the event the Issuer shall at any time prior to following the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall Original Issue Date issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stockotherwise than as provided in the foregoing subsections (b) for no consideration or for consideration in an amount through (d)) of this Section 4), at a price per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect or without consideration, then the Warrant Price upon each such issuance shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal adjusted to the Discounted Pricesame price as the Additional Shares of Common Stock.
(ii) Except For a period of two (2) years following the three-year period described above in connection with Permitted Issuancesthe foregoing subsection (f)(i), if, in the event the Issuer shall at any time after following the first anniversary of the Final Closing the Company shall Original Issue Date issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stockotherwise than as provided in the foregoing subsections (b) in through (e)) of this Section 4), at a Discounted Price Transaction, then (A) price per share less than the Warrant Exercise Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted (or further adjusted as the case may be) to a that price determined by multiplying the Warrant Exercise Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such event by a fraction, Additional Shares of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which this Warrant is exercisable shall be adjusted equal to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Outstanding Common Stock for which this Warrant is exercisable immediately prior to after the issuance of such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) aboveAdditional Shares of Common Stock.
(iii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) or (ii) of this Section 6(c4(f) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible SecuritiesCommon Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities Common Stock Equivalents (or upon the issuance of any warrant or other rights therefortherefore) pursuant to Section 6(d4(g).
Appears in 1 contract
Sources: Warrant Agreement (StatSure Diagnostic Systems, Inc.)
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or Stock, other securities convertible into Common Stock) for no consideration or than Permitted Issuances, in exchange for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) less than the lowest Current Warrant Price at the time the Additional Shares of Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuanceare issued, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume")including, the Warrant Exercise Price then in effect shall immediatelywithout limitation, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock issued by the Company upon the conversion of the Call Debentures (as defined in the Convertible Note Purchase Agreement) or other securities convertible into (b) if on any Conversion Date (as defined in the Convertible Note Purchase Agreement) there are Call Debentures outstanding and the Ramius Conversion Price (as defined in the Convertible Note Purchase Agreement) is below the Current Warrant Price (regardless of whether any shares of Common StockStock have been issued to holders of The Call Debentures) in a Discounted Price Transaction, then (Ai) the Current Warrant Exercise Price then in effect as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be adjusted (or further adjusted as the case may be) reduced to a price determined by multiplying (A) the Current Warrant Exercise Price in effect immediately prior to such event by (B) a fraction, the numerator of which the numerator shall be the sum of money raised in (x) the Placement plus number of shares of Common Stock Outstanding immediately prior to such issue or sale multiplied by the sum then applicable Current Warrant Price (the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of money raised in all Subsequent Discounted Price Transactionsshares of Common Stock so issued, and the denominator of which the denominator shall be the sum of money raised in (a) the Placement plus the sum total number of money equal to the product shares of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, Outstanding on such date and (Bb) the number of Additional Shares issued, multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction issue or sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction issue or sale and dividing the product thereof by the Current Warrant Exercise Price resulting from the adjustment made pursuant to clause (Ai) above.
(iii) The provisions of paragraph (i) and (ii) . For purposes of this Section 6(c) shall not apply to any issuance 4.3 and for the purposes of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment making adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price as provided in this Section 4, the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of rights, warrants or other securities convertible into shares of Common Stock shall be exercisable deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and convertible securities plus the aggregate amount (as determined on the date of issuance), if any, payable upon exercise or conversion of any such rights, warrants and convertible securities into shares of Common Stock. If, subsequent to the date of issuance of such rights, warrants or Convertible Securities, the exercise or conversion price thereof is reduced, such aggregate amount shall be made under paragraph recalculated and the Current Warrant Price and number of shares of Common Stock for which the Warrant is exercisable adjusted retroactively to give effect to such reduction. If Common Stock is sold as a unit with other securities, the aggregate consideration received for such Common Stock shall be deemed to be net of the Fair Market Value of such other securities. Notwithstanding anything to the contrary contained herein, (i) in calculating any adjustment to the Current Warrent Price pursuant to clause (b) above, once shares of this Section 6(c) Common Stock are actually issued upon the issuance conversion of the Call Debentures, only those shares of Common Stock that remain issuable under those Call Debentures which have not yet been converted shall be taken into consideration and (ii) on any date that the Company issues any shares of Common Stock which are issued pursuant to the exercise of Call Debentures, the Company shall, on the same date, deliver a notice to the Collateral Agent (as defined in the Convertible Note Purchase Agreement) specifying whether any warrants or other subscription or purchase rights or adjustment to the Conversion Price will be required pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance this Section 4.3 as a result of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)issuance.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) for no consideration or , in exchange for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Fair Market Value of the Common Stock Purchase Price calculated for any Closing (on the "Discounted Price," each such sale or date of issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Applicable Exercise Price then in effect as to each Tranche of Warrant Stock shall be adjusted (or further adjusted as so that the case may be) to a same shall equal the price determined by multiplying the Warrant Applicable Exercise Price in effect immediately prior to such event with respect to such Tranche of Warrant Stock by a fraction, of which the numerator shall be the sum number of money raised in shares of Common Stock outstanding on the Placement date of issuance plus the sum number of money raised in all Subsequent Discounted Price Transactionsadditional shares of Common Stock which the aggregate offering price would purchase at such Fair Market Value, and of which the denominator shall be the sum number of money raised in shares of Common Stock outstanding on the Placement date of issuance plus the sum number of money equal to the product additional shares of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Priceissued or issuable in such offering, and (B) the number of shares of Common Stock for which this Warrant is exercisable (with respect to such Tranche of Warrant Stock) shall be adjusted to equal the product obtained by multiplying the Warrant Applicable Exercise Price in effect immediately prior to such Discounted Price Transaction issue or sale by the number of shares of Common Stock for which this Warrant is exercisable (with respect to such Tranche of Warrant Stock) immediately prior to such Discounted Price Transaction issue or sale and dividing the product thereof by the Warrant Applicable Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iiiii) The provisions of paragraph (i) and (ii) of this Section 6(c7(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a7(a) or 6(b7(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of this Section 6(c7(c) upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d7(d) or Section 7(e).
Appears in 1 contract
Sources: Preferred Stock and Warrant Purchase Agreement (Cimnet Inc/Pa)
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, ifIf, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement)time, the Company shall issue or sell any shares Additional Shares of Common Stock (or Stock, other securities convertible into Common Stock) for no consideration or than Permitted Issuances, for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase average Current Market Price calculated for any Closing (the "Discounted Price," each such sale or thirty Trading Days preceding the date of issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (Bi) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof issuance or sale by the Warrant Exercise Price resulting from the adjustment made pursuant to clause a fraction (A) abovethe numerator of which shall be the number of shares of Fully Diluted Outstanding Common Stock immediately following such issuance or sale and (B) the denominator of which shall be the number of shares of Fully Diluted Outstanding Common Stock immediately prior to such issuance or sale plus the number of shares of Common Stock which the aggregate offering price (or, in an underwritten public offering, the aggregate offering price to the public) of the total number of such Additional Shares of Common Stock would purchase at the Current Market Price for the thirty Trading Days preceding the date of issuance and (ii) the Exercise Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be adjusted by multiplying such Exercise Price by a fraction (x) the numerator of which shall be the number of shares for which this Warrant is exercisable prior to such issuance or sale and (y) the denominator of which shall be the number of shares for which this Warrant is exercisable immediately following such issuance or sale.
(iiib) The provisions of paragraph (iSection 4.3(a) and (ii) of this Section 6(c) hereof shall not apply to any issuance of shares Additional Shares of Common Stock for which an adjustment is provided under pursuant to Section 6(a) 4.1 or 6(b)4.2 hereof. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (ipursuant to Section 4.3(a) of this Section 6(c) hereof upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants warrants, options, or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants warrants, options, or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant warrants, options, or other rights therefor) pursuant to Section 6(d)4.4 or 4.5 hereof.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or Stock, other securities convertible into Common Stock) for no consideration or than Permitted Issuances, in exchange for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) less than the lowest Current Warrant Price at the time the Additional Shares of Common Stock Purchase are issued, then (i) the Current Warrant Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and as to the number of shares sold or issued in for which this Warrant is exercisable prior to such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect adjustment shall be adjusted (or further adjusted as the case may be) reduced to a price determined by multiplying (A) the Current Warrant Exercise Price in effect immediately prior to such event by (B) a fraction, the numerator of which the numerator shall be the sum of money raised in (x) the Placement plus number of shares of Common Stock Outstanding immediately prior to such issue or sale multiplied by the sum then applicable Current Warrant Price (the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of money raised in all Subsequent Discounted Price Transactionsshares of Common Stock 14 so issued, and the denominator of which the denominator shall be the sum of money raised in (a) the Placement plus the sum total number of money equal to the product shares of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, Outstanding on such date and (Bb) the number of Additional Shares issued, multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction issue or sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction issue or sale and dividing the product thereof by the Current Warrant Exercise Price resulting from the adjustment made pursuant to clause (Ai) above.
(iii) The provisions of paragraph (i) and (ii) . For purposes of this Section 6(c) shall not apply to any issuance 4.3 and for the purposes of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment making adjustments of the number of shares of Common Stock for which this Warrant shall be is exercisable shall be made under paragraph (i) of and the Current Warrant Price as provided in this Section 6(c) upon 4, the aggregate consideration receivable by the Company in connection with the issuance of any shares of Common Stock which are issued pursuant to the exercise or of any rights, warrants or other subscription or purchase rights or pursuant securities convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and convertible securities plus the aggregate amount (as determined on the date of issuance), if any, payable upon exercise or conversion of any conversion such rights, warrants and convertible securities into shares of Common Stock. If, subsequent to the date of issuance of such rights, warrants or exchange rights in any Convertible Securities, if any the exercise or conversion price thereof is reduced, such adjustment aggregate amount shall previously have been made upon be recalculated and the issuance Current Warrant Price and number of shares of Common Stock for which the Warrant is exercisable adjusted retroactively to give effect to such reduction. If Common Stock is sold as a unit with other securities, the aggregate consideration received for such Common Stock shall be deemed to be net of the Fair Market Value of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)securities.
Appears in 1 contract
Sources: Warrant Agreement (Bio Plexus Inc)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, ifIf the Company, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement)while this Warrant is outstanding, the Company shall issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stockotherwise than as provided in the foregoing subsections (a) for no consideration or for consideration in an amount through (c) of this Section 4), at a price per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and or without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transactionconsideration, then (A) the Warrant Exercise Price then in effect upon each such issuance shall be adjusted to that price (or further adjusted as rounded to the case may benearest cent) to a price determined by multiplying the Warrant Exercise Price then in effect by a fraction:
(i) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such event by a fraction, Additional Shares of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and
(ii) the denominator of which this Warrant is exercisable shall be adjusted equal to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable outstanding immediately prior to after the issuance of such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) Additional Shares of Common Stock. The provisions of paragraph this subsection (i) and (ii) of this Section 6(cd) shall not apply to under any issuance of shares of Common Stock the circumstances for which an adjustment is provided under Section 6(ain subsection (a), (b) or 6(b)(c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of this Section 6(cd) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, Common Stock Equivalent if any such adjustment shall previously have been made upon the issuance of such warrants Common Stock Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or other rights (y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount (A) that results in the Warrant Price being less than $1.15 per share or (B) less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the issuance Warrant Price as a result of such any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 6(d)the adjustment in the Warrant Price.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (a) (i) Except in connection with Permitted Issuances, if, If at any time prior to after the first anniversary of the Final Closing (as defined in the Subscription Agreement), Date the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or Stock, other securities convertible into Common Stock) for no consideration or than Permitted Issuances, for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Current Market Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Current Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) reduced to a price determined by multiplying dividing (A) an amount equal to the Warrant Exercise Price in effect sum of (X) the number of shares of Common Stock Outstanding immediately prior to such event issuance or sale multiplied by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase then existing Current Warrant Price, and plus (Y) the consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock Outstanding immediately after such issuance or sale and (ii) upon each adjustment of the Current Warrant Price as a result of the calculations made pursuant to this Section 4, each Warrant outstanding prior to the making of the adjustment in the Current Warrant Price shall thereafter be treated as that number of Warrants, and shall evidence the right to purchase, at the adjusted Current Warrant Price, that number of shares of Common Stock, obtained by (i) multiplying the number of shares of Common Stock for which this a Warrant is exercisable shall be adjusted immediately prior to equal the product obtained adjustment by multiplying the Current Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction adjustment, and (ii) dividing the product thereof so obtained by the Current Warrant Exercise Price resulting from obtained immediately after such adjustment of the adjustment made pursuant to clause (A) aboveCurrent Warrant Price.
(iiib) The provisions of paragraph (i) and (iia) of this Section 6(c) 4.3 shall not apply to any issuance of shares Additional Shares of Common Stock for which an adjustment is provided under Section 6(a) 4.1 or 6(b)4.2. No adjustment of the number of shares of Common Stock for which this a Warrant shall be exercisable shall be made under paragraph (ia) of this Section 6(c) 4.3 upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made (or if no adjustment was required) upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)4.4 or Section 4.5.
Appears in 1 contract
Sources: Warrant Agreement (Collegis Inc)
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or Stock, other securities convertible into Common Stock) for no consideration or than Permitted Issuances, for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Adjusted Market Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (Bi) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof issue or sale by the Warrant Exercise Price resulting from the adjustment made pursuant to clause a fraction (A) abovethe numerator of which shall be the number of shares of Common Stock Outstanding immediately after such issue or sale and (B) the denominator of which shall be the number of shares of Common Stock Outstanding immediately prior to such issue or sale plus the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock would purchase at the Adjusted Market Price; and (ii) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be adjusted by multiplying such Current Warrant Price by a fraction (X) the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale and (Y) the denominator of which shall be the number of shares of Common Stock purchasable immediately after such issue or sale.
(iiib) The provisions of paragraph (i) and (iia) of this Section 6(c) 4.3 shall not apply to any issuance of shares Additional Shares of Common Stock for which an adjustment is provided under Section 6(a) 4.1 or 6(b)which is subject to Section 4.2. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (ia) of this Section 6(c) 4.3 upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)4.4 or Section 4.5.
Appears in 1 contract
Sources: Investment Agreement (Vidamed Inc)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stock) for no and the consideration or for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) to be paid is less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Applicable Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable thereafter comprising a Stock Unit shall be adjusted to equal the product obtained that number determined by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable comprising a Stock Unit immediately prior to such Discounted Price Transaction and dividing adjustment by a fraction (a) the product thereof by numerator of which shall be the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued, and (b) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Applicable Price. For purposes of this Section 8.02, for all 25 -21- issuances of shares of Common Stock (except for those shares issued in connection with an acquisition of assets or stock, a tender or exchange offer, a merger or other business combination), the date as of which an adjustment is provided under the Applicable Price shall be computed shall be the earlier of (i) the date on which the Company shall enter into a firm contract for the issuance of such Additional Shares of Common Stock and (ii) the date of actual issuance of such Additional Shares of Common Stock. Aggregate consideration for purposes of clause (b) in the preceding paragraph shall be determined as follows: in case any Additional Shares of Common Stock shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the Company therefor, after deduction of any accrued interest or dividends and before deducting any expenses incurred or any underwriting commissions or concessions or discounts or, in the case of a private placement thereof, finders' fees or commissions paid or allowed by the Company in connection therewith; in case any Additional Shares of Common Stock shall be issued or sold for a consideration other than cash payable to the Company, the consideration received therefor shall be deemed to be the Fair Value of such consideration, after deduction of any accrued interest or dividends and before deducting any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith. Subject to Section 6(a) or 6(b). No 8.05 hereof, no further adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable comprising a Stock Unit shall be made under paragraph (i) of this Section 6(c) 8.02 upon the issuance of any shares Additional Shares of Common Stock Stock:
(a) for which an adjustment is provided under Section 8.01 hereof;
(b) which are issued pursuant to the conversion, exchange or exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)8.03 hereof; or
(c) as a distribution or a dividend which is distributed or declared and paid in accordance with Section 9.02 hereof.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or Stock, other securities convertible into Common Stock) for no consideration or than Permitted Issuances, in exchange for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) less than the lowest Current Warrant Price at the time the Additional Shares of Common Stock Purchase are issued, then (i) the Current Warrant Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and as to the number of shares sold or issued in for which this Warrant is exercisable prior to such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect adjustment shall be adjusted (or further adjusted as the case may be) reduced to a price determined by multiplying dividing (A) an amount equal to the Warrant Exercise Price in effect sum of (x) the number of shares of Common Stock Outstanding immediately prior to such event issue or sale multiplied by a fractionthe then existing Current Warrant Price, plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of which the numerator shall be the sum shares of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, Outstanding immediately after such issue or sale; and (Bii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction issue or sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction issue or sale and dividing the product thereof by the Current Warrant Exercise Price resulting from the adjustment made pursuant to clause (Ai) above.
(iiib) The provisions If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of paragraph Common Stock, other than Permitted Issuances, for consideration in an amount per Additional Share of Common Stock less than the Current Market Price, then (i) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale by a fraction (A) the numerator of which shall be the number of shares of Common Stock Outstanding immediately after such issue or sale, and (B) the denominator of which shall be the number of shares of Common Stock Outstanding immediately prior to such issue or sale plus the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock would purchase at the then Current Market Price; and (ii) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be adjusted by multiplying such Current Warrant Price by a fraction (X) the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale; and (Y) the denominator of which shall be the number of shares of Common Stock purchasable immediately after such issue or sale.
(c) If at any time the Company (except as hereinafter provided) shall issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Shares of Common Stock which is less than the Current Warrant Price and the Current Market Price at the time the Additional Shares of Common Stock are issued, the adjustment required under Section 6(c4.3 shall be made in accordance with the formula in paragraph (a) or (b) above which results in the lower Current Warrant Price following such adjustment. The provisions of paragraphs (a) and (b) of Section 4.3 shall not apply to any issuance of shares Additional Shares of Common Stock for which an adjustment is provided under Section 6(a) 4.1 or 6(b)4.2. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (ia) or (b) of this Section 6(c) 4.3 upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)4.4 or Section 4.5 herein.
Appears in 1 contract
Sources: Securities Purchase Agreement (Krauses Furniture Inc)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, ifIf the Issuer, at any --------------------------------------------- time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement)while this Warrant is outstanding, the Company shall issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stockotherwise than as provided in the foregoing subsections (a) for no consideration or for consideration in an amount through (c) of this Section 4), at a price per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by or less than the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (or further adjusted as rounded to the case may benearest cent) to a price determined by multiplying the Warrant Exercise Price then in effect immediately prior to such event by a fraction, :
(i) the numerator of which the numerator shall be equal to the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (BA) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect outstanding immediately prior to the issuance of such Discounted Additional Shares of Common Stock plus (B) the number of ---- shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Per Share Market Value then in effect and the Warrant Price Transaction by then in effect, and
(ii) the denominator of which shall be equal to the number of shares of Common Stock for which this Warrant is exercisable outstanding immediately prior to after the issuance of such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) Additional Shares of Common Stock. The provisions of paragraph this subsection (i) and (ii) of this Section 6(cd) shall not apply to under any issuance of shares of Common Stock the circumstances for which an adjustment is provided under Section 6(ain subsections (a), (b) or 6(b)(c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of this Section 6(cd) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, Common Stock Equivalent if any such adjustment shall previously have been made upon the issuance of such warrants Common Stock Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or other rights (y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more; provided that upon -------- any adjustment of the issuance Warrant Price as a result of such any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 6(d)the adjustment in the Warrant Price.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or Stock, other securities convertible into Common Stock) for no consideration or than Permitted Issuances, in exchange for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) less than the lowest Current Warrant Price at the time the Additional Shares of Common Stock Purchase are issued, then (i) the Current Warrant Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and as to the number of shares sold or issued in for which this Warrant is exercisable prior to such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect adjustment shall be adjusted (or further adjusted as the case may be) reduced to a price determined by multiplying (A) the Current Warrant Exercise Price in effect immediately prior to such event by (B) a fraction, the numerator of which the numerator shall be the sum of money raised in (x) the Placement plus number of shares of Common Stock Outstanding immediately prior to such issue or sale multiplied by the sum then applicable Current Warrant Price (the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of money raised in all Subsequent Discounted Price Transactionsshares of Common Stock so issued, and the denominator of which the denominator shall be the sum of money raised in (a) the Placement plus the sum total number of money equal to the product shares of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, Outstanding on such date and (Bb) the number of Additional Shares issued, multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction issue or sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction issue or sale and dividing the product thereof by the Current Warrant Exercise Price resulting from the adjustment made pursuant to clause (Ai) above.
(iii) The provisions of paragraph (i) and (ii) . For purposes of this Section 6(c) shall not apply to any issuance 4.3 and for the purposes of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment making adjustments of the number of shares of Common Stock for which this Warrant shall be is exercisable shall be made under paragraph (i) of and the Current Warrant Price as provided in this Section 6(c) upon 4, the aggregate consideration receivable by the Company in connection with the issuance of any shares of Common Stock which are issued pursuant to the exercise or of any rights, warrants or other subscription or purchase rights or pursuant securities convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and convertible securities plus the aggregate amount (as determined on the date of issuance), if any, payable upon exercise or conversion of any conversion such rights, warrants and convertible securities into shares of Common Stock. If, subsequent to the date of issuance of such rights, warrants or exchange rights in any Convertible Securities, if any the exercise or conversion price thereof is reduced, such adjustment aggregate amount shall previously have been made upon be recalculated and the issuance Current Warrant Price and number of shares of Common Stock for which the Warrant is exercisable adjusted retroactively to give effect to such reduction. If Common Stock is sold as a unit with other securities, the aggregate consideration received for such Common Stock shall be deemed 14 to be net of the Fair Market Value of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)securities.
Appears in 1 contract
Sources: Warrant Agreement (Bio Plexus Inc)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, ifIf the Issuer, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement)while this Warrant is outstanding, the Company shall issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stockotherwise than as provided in the foregoing subsections (a) for no consideration or for consideration in an amount through (c) of this Section 4), at a price per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and or less than the Per Share Price or without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transactionconsideration, then (A) the Warrant Exercise Price then in effect upon each such issuance shall be adjusted to that price (or further adjusted as rounded to the case may benearest cent) to a price determined by multiplying the Warrant Exercise Price then in effect by a fraction: (i) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such event by a fraction, Additional Shares of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Per Share Price and the Warrant Price then in effect, and (ii) the denominator of which this Warrant is exercisable shall be adjusted equal to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable outstanding immediately prior to after the issuance of such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) Additional Shares of Common Stock. The provisions of paragraph this subsection (i) and (ii) of this Section 6(cd) shall not apply to under any issuance of shares of Common Stock the circumstances for which an adjustment is provided under Section 6(ain subsections (a), (b) or 6(b)(c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of this Section 6(cd) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, Common Stock Equivalent if any such adjustment shall previously have been made upon the issuance of such warrants Common Stock Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or other rights (Y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the issuance Warrant Price as a result of such any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 6(d)the adjustment in the Warrant Price.
Appears in 1 contract
Sources: Warrant Agreement (McLaren Performance Technologies Inc)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, In the event the Issuer shall at any time following the Original Issue Date and prior to the first anniversary of the Final Closing a Release Event (as defined in the Subscription Agreement), the Company shall below) issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stockotherwise than as provided in the foregoing subsections (a) for no consideration or for consideration in an amount through (c) of this Section 4), at a price per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect or without consideration, then the Warrant Price upon each such issuance shall immediately, and without any further action by be adjusted to the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares consideration per share paid for such Additional Shares of Common Stock (or other securities convertible into Common Stock) in . Upon and after a Discounted Price TransactionRelease Event, then (A) the Warrant Exercise Price then in effect price shall be adjusted to the price (or further adjusted as rounded to the case may benearest cent) to a price determined by multiplying the Warrant Exercise Price in effect by a fraction:
(A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such event by a fraction, Additional Shares of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and plus (By) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and
(B) the denominator of which this Warrant is exercisable shall be adjusted equal to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Outstanding Common Stock for which this Warrant is exercisable immediately prior to after the issuance of such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) aboveAdditional Shares of Common Stock.
(iii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph (i) of this Section 6(c4(d) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise or conversion of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, Common Stock Equivalents if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (Common Stock Equivalents, or upon the issuance of any warrant or other rights therefor) therefor pursuant to Section 6(dSections 4(e) or 4(f), or in connection with any Permitted Issuances. The term “Release Event” means, with respect to the holder’s Warrant Stock, the date on which the Company files a Form 8-K with the Commission disclosing the Company’s receipt of written notice from the U.S. Food and Drug Administration regarding the granting the Issuer the right to commercialize and market (i.e., formal approval of the Issuer’s Pre-Market Application for) its OrCel product for the treatment of venous leg ulcers.
Appears in 1 contract
Sources: Series a Convertible Preferred Stock Purchase Agreement (Ortec International Inc)
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), In case the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) for no a consideration or for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase then Fair Value per share, the Exercise Price calculated for any Closing (the "Discounted Price," upon each such issuance or sale or issuance, a "Discounted Price Transaction" and shall be adjusted by: multiplying the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant then existing Exercise Price then in effect shall immediately, and without any further action by a fraction the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary numerator of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then which is (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B1) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect outstanding immediately prior to such Discounted Price Transaction issue or sale on a fully diluted basis (assuming conversion of all Convertible Common Stock into Common Stock and exercise of all Stock Purchase Rights and conversion of all Convertible Securities) multiplied by the Fair Value per share of Common Stock immediately prior to such issue or sale on a fully diluted basis (assuming conversion of all Convertible Common Stock into Common Stock and exercise of all Stock Purchase Rights and conversion of all Convertible Securities) plus (2) the consideration received by the Company upon such issue or sale, divided by (B) the total number of shares of Common Stock for outstanding immediately after such issue or sale on a fully diluted basis (assuming conversion of all Convertible Common Stock into Common Stock and exercise of all Stock Purchase Rights and conversion of all Convertible Securities) and the denominator of which this Warrant is exercisable shall be the Fair Value per share of Common Stock immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) issue or sale. The provisions of paragraph this Subsection (i) and (ii) of this Section 6(cb) shall not apply to any issuance additional shares of Convertible Common Stock which are distributed solely to holders of Convertible Common Stock pursuant to the 8% stock dividend required under the Articles of Incorporation or any additional shares of Common Stock or Convertible Common Stock which are distributed as a result of a subdivision for which an adjustment is provided for under Subsection (a) of this Section 6(a) or 6(b)4.1. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Exercise Price shall be made under paragraph (i) of this Section 6(c) Subsection upon the issuance of any additional shares of Common Stock or Convertible Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights Stock Purchase Rights or pursuant to the exercise of any conversion or exchange rights in of any Convertible Securities, if any Securities to the extent that such adjustment shall previously have been made upon the issuance of such warrants Stock Purchase Rights or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Subsection (a) (c) or (d) of this Section 6(d)4.1.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, if, if at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares of Common Stock (or other securities convertible into Common Stock) for no consideration or , in exchange for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) which is less than the lowest Current Warrant Price at the time the Additional Shares of Common Stock Purchase are issued, then (i) the Current Warrant Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and as to the number of shares sold or issued in for which this Warrant is exercisable prior to such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect adjustment shall be adjusted (or further adjusted as the case may be) reduced to a price determined by multiplying dividing (A) an amount equal to the Warrant Exercise Price in effect sum of (x) the number of shares of Common Stock outstanding immediately prior to such event issue or sale multiplied by a fractionthe then existing Current Warrant Price plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of which the numerator shall be the sum shares of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, outstanding immediately after such issue or sale; and (Bii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying of (A) the Current Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction issue or sale multiplied by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction issue or sale, and dividing the product thereof by the Current Warrant Exercise Price resulting from the adjustment made pursuant to clause (Ai) above.
(iiib) The provisions If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of paragraph Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Market Price at the time the Additional Shares of Common Stock are issued, then (i) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale multiplied by (B) a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale and the denominator of which shall be the sum of (x) number of shares of Common Stock outstanding immediately prior to such issue or sale plus (y) the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock would purchase at the then Current Market Price; and (ii) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be adjusted by multiplying (A) such Current Warrant Price by (B) a fraction, the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale and the denominator of which shall be the number of shares of Common Stock for which this Warrant is exercisable immediately after such issue or sale.
(c) If at any time the Company (except as hereinafter provided) shall issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price and the Current Market Price at the time the Additional Shares of Common Stock are issued, the adjustment required under this Section 6(c4.3 shall be made in accordance with the formula in paragraph (a) or (b) above which results in the lower Current Warrant Price following such adjustment. The provisions of paragraphs (a) and (b) of Section 4.3 shall not apply to any issuance of shares Additional Shares of Common Stock for which an adjustment is provided under Section 6(a) 4.1 or 6(b)Section 4.2. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (ia) or (b) of this Section 6(c) 4.3 upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d)4.4 or Section 4.5.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. (ia) Except in connection with Permitted Issuances, if, If at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall (except as hereinafter provided) issue or sell any shares Additional Shares (as hereinafter defined) of Common Stock Stock, other than Permitted Issuances (or other securities convertible into Common Stock) for no consideration or as hereinafter defined), in exchange for consideration in an amount per share Additional Share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Current Market Price calculated for any Closing (as hereinafter defined), then the "Discounted Price," each such sale or issuance, a "Discounted Exercise Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the of Common Stock for which this Warrant Exercise Price then in effect is exercised shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Priceadjusted as follows.
(iii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant The Exercise Price then in effect shall be adjusted (or further adjusted as so that it equals the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event the issue or sale, multiplied by a fraction, fraction (A) the numerator of which the numerator shall be is the sum of money raised the number of shares of Common Stock outstanding immediately prior to the issue or sale multiplied by the Current Market Price plus the number of shares of Common Stock that could have been acquired at the Current Market Price immediately prior to the issue or sale using the aggregate consideration payable in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, issue or sale; and (B) the denominator of which is the number of shares of Common Stock outstanding immediately prior to the issuance or sale plus the number of Additional Shares of shares of Common Stock issued.
(ii) The number of shares of Common Stock for which the Warrant is exercisable shall be adjusted to equal the number of shares of Common Stock for which the Warrant was exercisable immediately prior to the sale, multiplied by a fraction (A) the numerator of which is the Exercise Price after giving effect to the adjustment and (B) the denominator of which is the Exercise Price in effect immediately prior to the issue or sale.
(b) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock less than the Exercise Price at the time the Additional Shares of Common Stock are issued, then the Exercise Price and the number of shares for which the Warrant is exercisable will be adjusted as follows:
(i) The Exercise Price shall be adjusted to equal (A) the Exercise Price for which this Warrant is exercisable prior to the adjustment (B) multiplied by a fraction, (x) the numerator of which is the sum of the number of shares of Common Stock outstanding immediately prior to the issue or sale multiplied by the Exercise Price then in effect, plus the aggregate consideration, if any, received by the Company upon the issue or sale, and (y) the denominator of which is the number of shares of Common Stock outstanding immediately prior to the issue or sale plus the number of Additional Shares of Common Stock issued.
(ii) The number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof issue or sale, multiplied by the Warrant Exercise Price resulting from the adjustment made pursuant to clause a fraction, (A) abovethe numerator of which is the Exercise Price after giving effect to the adjustment, and (B) the denominator of which is the Exercise Price in effect immediately prior to the issue or sale.
(iiic) If at any time the Company (except as hereinafter provided) shall issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for consideration in an amount per Additional Share of Common Stock which is less than the Current Market Price and the Exercise Price at the time the Additional Shares of Common Stock are issued, the adjustment required under this Section shall be made in accordance with the formula in paragraph (a) or (b) above which results in the lower Exercise Price following such adjustment.
(d) The provisions of paragraph Section 5.1(a), (ib) and (ii) of this Section 6(cc) shall not apply to any issuance of shares Additional Shares of Common Stock for which an adjustment is provided under Section 6(a) Sections 5.2 or 6(b)5.3. No adjustment of the number of shares of Common Stock for which this a Warrant shall be exercisable shall be made under paragraph Section 5.1(a), (ib) of this Section 6(cand (c) upon the issuance of any shares Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 6(d5.2(a) or Section 5.2(b). For purposes of this Section 5.1, the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or (ii) issue such shares.
Appears in 1 contract
Sources: Warrant Agreement (I Sector Corp)
Issuance of Additional Shares of Common Stock. (i) Except as provided in connection with Permitted IssuancesSection 4(c)(ii), if, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), event the Company shall issue or sell any additional shares of Common Stock (or other securities convertible into Common Stock) , for no a consideration or for consideration in an amount per additional share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Fair Market Price calculated for any Closing per Share (the "Discounted per Share Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), then the Warrant Per Share Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal reduced to the Discounted per Share Price.
. For purposes of this subsection (ii) Except in connection with Permitted Issuancesi), if, at any time after the first anniversary date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the Final Closing date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the shares. The number of shares of Common Stock for which issuable upon exercise of this Warrant is exercisable Warant shall be adjusted to equal remain unchanged after any adjustment of the product obtained by multiplying the Warrant Per Share Exercise Price as provided in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) aboveSection 4(c).
(iiiii) The provisions of paragraph (i) and (ii) of this Section 6(c4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 6(a4(a) or 6(b4(b). No adjustment , (y) the issuance of Warrant Shares, or (z) for any Exempt Issuances as defined in the number of Purchase Agreement.
(iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which this Warrant Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be exercisable determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be made under paragraph adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of this Section 6(c) upon the issuance of any additional shares of Common Stock which are issued issuable pursuant to the exercise of any all such warrants or other subscription or purchase rights or pursuant necessary to effect the exercise of any conversion or exchange rights in any Convertible Securitiesof all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any any, payable for such adjustment warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall previously have been be made upon the issuance actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities.
(iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)
(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such Convertible Securities (or convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities.
(v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either
(1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or
(2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any warrant then outstanding Warrant Shares, on the basis of
(3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and
(4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been grated or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities.
(vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor) , or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to Section 6(d)any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.
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Sources: Protective Warrant (Corvu Corp)